Sept. 14 (Bloomberg) -- Barclays Plc, the U.K. bank vying to buy ABN Amro Holding NV, said shareholders backed its bid for the biggest Dutch lender, an offer few investors expect to succeed.

A majority of shareholders voted in favor of the London- based company's 61 billion-euro offer ($84.7 billion) for Amsterdam-based ABN Amro, Barclays said today. The offer is valued at 15 percent less than a takeover proposal from a group led by Edinburgh-based Royal Bank of Scotland Group Plc.

``There's no way ABN Amro shareholders are going to accept the Barclays bid,'' said Colin Morton, who helps manage 14.4 billion pounds ($29 billion), including Barclays shares, at London-based Rensburg Sheppards.

Barclays's 32.30 euros-a-share bid, which is 37 percent in cash, has been dragged down by a drop of 16 percent in the bank's own stock price amid investor concern about the tightened credit markets and collapse of U.S. subprime home loans. Chief Executive Officer John Varley, who said he's prepared to walk away if terms aren't right, cast doubt on the rival bid for ABN Amro.

ABN Amro shares are trading at an 8 percent discount to the offer led by Royal Bank, Varley said at today's meeting. ``So the stock market, which is seldom wrong about these things, is indicating at the moment that the outcome is far from certain.''

Following the meeting, the bank said 90 percent of shareholders approved the merger and 10 percent voted against it.

Barclays' mostly stock bid means it won't pay too much for ABN Amro, said former Barclays Finance Director Naguib Kheraj. ``We are not overpaying,'' he said. ``The shareholders in the consortium are taking all that pain.''

Shareholder Questions

Barclays's executives responded to shareholder questions about the bank's financial stability amid the worldwide credit crunch that followed the collapse of the U.S. subprime mortgage market.

Varley said Barclays, which borrowed almost 2 billion pounds from the Bank of England at the emergency rate of 6.75 percent earlier this year, doesn't have liquidity problems. The loans reflected operational rather than liquidity issues, he said.

Varley said he was ``reassured'' by the bank's risk management and that the subprime crisis may even present opportunities for Barclays Capital, the bank's securities unit.

The bank's securities arm, which generates more than a third of pretax profit, traded profitably in August and pretax profit is ``well ahead'' of 2006 so far this year, the company said Sept. 10. Barclays Capital will boost profit at least 15 percent a year through 2008, it reiterated.

``ABN Amro represents no change of strategy,'' Varley said at the meeting. ``But it does represent an unusual and large opportunity to increase the speed of strategy implementation.''

Barclays shareholders backed all six resolutions related to Barclays's offer for ABN Amro, including support to issue as many as 4.9 billion new shares to fund the purchase.

``Barclays needs this,'' said Barry Leonard, a shareholder and retired textile agent from London, before today's meeting. ``There may be a chance they will be taken over. Maybe by an American bank. It gives them far more clout.''

To contact the reporter on this story: Ben Livesey in London blivesey@bloomberg.net

Last Updated: September 14, 2007 09:32 EDT